8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 16, 2011

priceline.com Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-25581	06-1528493
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Connecticut Avenue, Norwalk, Connecticut	06854
(Address of principal office)	(zip code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 16, 2011, the Board of Directors of priceline.com Incorporated (the “Company”) approved an amendment to the Company’s Bylaws to provide for the election of directors by the affirmative vote of the majority of votes cast at an annual meeting of stockholders in uncontested director elections.

Prior to February 16, 2011, the Company’s Bylaws provided for the election of directors by the affirmative vote of a plurality of votes cast at an annual meeting in uncontested director elections.  Directors shall continue to be elected by a plurality of the votes cast at any annual meeting of stockholders for which the number of nominees exceeds the number of directors to be elected.

Item 9.01.              Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Amendment to the Bylaws of priceline.com Incorporated.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRICELINE.COM INCORPORATED
	By:	/s/ Daniel J. Finnegan
		Name: Daniel J. Finnegan.
		Title: Chief Financial Officer
Date:  February 22, 2011

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Bylaws of priceline.com Incorporated.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF THE
BYLAWS OF PRICELINE.COM INCORPORATED

The undersigned, being the duly elected, qualified, and acting Secretary of priceline.com Incorporated (the “Corporation”), hereby certifies that Sections 1 and 2 of ARTICLE III of the Bylaws of the Company were amended by the Board of Directors, effective February 16, 2011, to read in their entirety as follows:

Section 1.       Number and Election of Directors.      The Board of Directors shall consist of not less than one nor more than 13 members, the exact number of which shall be fixed by the Board of Directors.  Except as otherwise provided in the Certificate of Incorporation or in Section 2 of this Article III of these By-Laws, each director shall be elected by the vote of the majority of the votes cast at any annual meeting of stockholders; provided, however, that directors shall be elected by a plurality of the votes cast at any annual meeting of stockholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the record date for such annual meeting of stockholders.  Each director elect ed at an annual meeting of stockholders shall hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.  Any director may resign at any time upon written notice to the Corporation.  Directors need not be stockholders.

Section 2.       Vacancies.     Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation (including in connection with the stockholders failing at any annual meeting of stockholders to elect the number of directors then constituting the whole Board of Directors), removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

IN WITNESS WHEREOF, I have hereto set my hand on this 16th  day of February, 2011.

/s/ Peter J. Millones

Peter J. Millones

Executive Vice President, General Counsel and Corporate Secretary